<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>2
<FILENAME>d37145exv99w3.txt
<DESCRIPTION>VOTING AGREEMENT
<TEXT>
<PAGE>
                                                                       Exhibit 3


                                Voting Agreement

     This Voting Agreement is entered into as of June 20, 2006, by and between
Juanita Drimal ("Grantor") and Charles E. Drimal, Jr. ("Grantee").

Whereas:

     Grantor is the record and beneficial owner of 100,000 shares of the common
stock, par value $.10 per share (the "PrimeEnergy Shares") of PrimeEnergy
Corporation, a Delaware corporation ("PrimeEnergy"); and

     Grantor wishes to give to Grantee the exclusive voting rights with respect
to the PrimeEnergy Shares;

No Therefore,

     For and in consideration of the premises, and of the mutual rights and
benefits between the parties, Grantor hereby gives to Grantee the exclusive
right to exercise all current and future voting rights with respect to the
PrimeEnergy Shares to which Grantor is entitled. The voting rights hereby
granted are exclusive and irrevocable. The voting rights are not assignable.
Nothing herein shall restrict the sale by Grantor of all or any number of the
PrimeEnergy Shares at any time by Grantor, in which event, the voting rights
with respect to the PrimeEnergy Shares so sold shall terminate; provided that
this Agreement shall remain in effect as to the remainder of such shares.

     This Agreement and the voting rights hereby granted, shall remain in full
force and effect until the death or permanent incapacity of either Grantor or
Grantee, the termination by written agreement of both Grantor and Grantee, or
December 31, 2010, whichever shall first occur.

     Grantor and Grantee understand and agree that PrimeEnergy may rely on this
Agreement in connection with the preparation and filing of appropriate
documents with the Securities and Exchange Commission regarding the voting
rights hereby granted.

     Signed and to be effective as of June 20, 2006.


/s/ Juanita Drimal                        /s/ Charles E. Drimal, Jr.
-------------------------------------     -------------------------------------
Juanita Drimal                            Charles E. Drimal, Jr.
283 Hollow Tree                           One Landmark Square
 Ridge Road                               11th Floor
Darian, CT 06820                          Stamford, CT 06901
</TEXT>
</DOCUMENT>
